Annual Report 2010 - Enel.com

to oversee the effectiveness of the external audit process;
> to perform the additional tasks assigned it by the Board
of Directors, with particular regard to the evaluation:
- of the checks aimed at ensuring the transparency
and fairness of transactions with related parties. It
should be noted that, in November 2010, the Board
of Directors assigned all the competences to the Related
Parties Committee, starting from January 2011;
- of the appropriateness of the diligence dedicated to
the issues of corporate social responsibility, as of the
completeness and transparency of the information
provided in this regard through the Sustainability
Report, the latter task having been assigned to the
Committee in February 2010;
- to report to the Board of Directors, when the financial
statements and the half-year report are approved, on
the work performed and the adequacy of the internal
control system.
During 2010, the Internal Control Committee consisted of
Directors Gianfranco Tosi (acting as coordinator), Lorenzo
Codogno (to whom the Board of Directors acknowledged
the requisite of appropriate experience in accounting and
finance), Renzo Costi, and Alessandro Luciano.
Also during 2010, the Internal Control Committee held
13 meetings, which were characterized by the regular attendance
of its members (as well as of the Chairman of
the Board of Statutory Auditors), the frequent presence
of the Chairman of the Board of Directors (in his capacity
as the executive Director entrusted with overseeing the
functioning of the internal control system), and an average
duration of 1 hour and 45 minutes.
During 2010, the activity of the Internal Control Committee
focused first of all, as usual, on the evaluation of (i)
the work plan prepared by the head of internal auditing
as well as (ii) the results of the audits performed during
the preceding year and (iii) the content of the letter of
suggestions prepared by the external auditor regarding
the accounting period in question. During the period
concerned, the Committee also expressed a favorable
opinion, within the limits of its authority, on the assignment
of several specific additional tasks to the Group’s
main external auditor (pursuant to the relevant procedure,
adopted in 2009, concerning the assignment of
mandates to the external auditors which operate within
the Group) and examined the effects of new legislative
developments and the new international accounting
standards on the Enel Group’s consolidated financial
266 Enel Annual Report 2010
Corporate governance
statements. In 2010 the Committee also supervised the
preparation of the Sustainability Report, assessed the
reports received during the previous financial year on
the basis of the provisions of the Code of Ethics, received
from the Statutory Auditors exhaustive information on
the commencement, execution and conclusion of the
procedure for the selection of a new external auditor,
monitored the observance of the compliance program
adopted pursuant to Legislative Decree 231 of June 8,
2001 (also seeing to the updating of the aforesaid program),
examined several transactions with related parties,
and – within the limits of its authority – made a positive
assessment of the appropriateness, effectiveness,
and actual functioning of the internal control system
during the preceding accounting period.
Finally, the Committee monitored the permanent compliance
within the Group with the laws and regulations on
accounting transparency, the appropriateness of the organizational
structure and of the internal control systems
of the subsidiaries set up under and governed by the laws
of non-EU countries.
Board of Statutory Auditors
According to the provisions of the law and the Company’s
bylaws, the Board of Statutory Auditors consists of three
regular Auditors and two alternates, who are appointed
by an Ordinary Shareholders’ Meeting for a period of
three accounting periods and may be re-appointed when
their term expires.
In order to ensure that the Board of Statutory Auditors can
effectively perform its duties and in accordance with the
recommendations of the Self-regulation Code, in December
2006, the Board of Directors, within the limits of its authority,
expressly granted the Board of Statutory Auditors:
> the power to oversee the independence of the external
auditor, monitoring both compliance with the relevant
regulatory provisions and the nature and extent of the
services other than auditing that the external auditor
and the firms belonging to the latter’s network performed
for the Company and the Group (this power
was expressly granted to the Board of Statutory Auditors
by Legislative Decree 39 of January 27, 2010, which
implemented in Italy Directive 2006/43/EC, concerning
the auditing of the annual and consolidated financial
statements);